THIS ANNOUNCEMENT IS RESTRICTED AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
("MaxCyte" or the "Company")
Result of Special Meeting and Issue of Equity
Total Voting Rights
Maryland, USA - 21 May 2020: MaxCyte (LSE: MXCT, MXCL), the global cell-based medicines and life sciences company, announces that at the Special Meeting held earlier today in respect of its £25.1 million Placing and Subscription of New Common Stock at an Issue Price of 131 pence per share of New Common Stock, which was announced to the market on 30 April 2020, each of the resolutions as set out in the notice of Special Meeting was duly passed.
Application has been made for the 19,181,423 shares of New Common Stock to be admitted to trading on AIM. It is expected that Admission, in respect of 13,612,623 shares of Subscription Common Stock issued to new investors Casdin Capital, LLC and Sofinnova Crossover I SLP and 5,568,800 shares of Placing Common Stock, will take place at 8.00 a.m. on 22 May 2020.
Furthermore, upon Admission, the 5,568,800 shares of Placing Common Stock and 4,331,289 shares of Sofinnova Subscription Common Stock will trade in the Company's new restricted line of Common Stock under the symbol MXCL. The Placing Common Stock and Sofinnova Subscription Common Stock as represented by Depository Interests will be held in the CREST system and will be segregated into a separate trading system within CREST identified with the marker "REG S CAT 3/144A" and ISIN USU575803072. The Company also maintains an unrestricted line of Common Stock trading under the existing symbol MXCT. The 9,281,334 shares of Casdin Subscription Common Stock will trade under the existing symbol MXCT and ISIN US57777K1060.
The number of restricted shares of Common Stock trading under the symbol 'MXCL' following Admission will be 9,900,089 and the number of unrestricted shares of Common Stock trading under the symbol 'MXCT' following Admission will be 66,684,917.
Total voting rights
Following Admission, the total issued stock capital of the Company will consist of 76,585,006 shares of Common Stock. There is no Common Stock held in treasury. Therefore, the total number of voting rights in the Company will be 76,585,006. Stockholders in the Company may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the stock capital of the Company.
The capitalised terms used in this announcement have the meaning set out in the announcement made by the Company at 5.39 p.m. on 30 April 2020. All references to times and dates in this announcement are to times and dates in London, United Kingdom, unless otherwise stated.
MaxCyte is a clinical-stage global cell-based therapies and life sciences company. As the inventors of the premier cell-engineering enabling technology, the Company helps bring the promise of next-generation cell and gene-editing therapies to life. The Company's technology is currently being deployed by leading drug developers worldwide, including all of the top ten global biopharmaceutical companies. MaxCyte licences have been granted for more than 100 cell therapy programmes, with more than 70 licensed for clinical use, and the Company has now entered into ten clinical/commercial license agreements with leading cell therapy and gene editing developers. MaxCyte was founded in 1998, is listed on the London Stock Exchange (AIM:MXCT, MXCL) and is headquartered in Gaithersburg, Maryland, US. For more information, visit www.maxcyte.com.
+1 301 944 1660
Doug Doerfler, Chief Executive Officer
Ron Holtz, Chief Financial Officer
Nominated Adviser and Joint Broker
Panmure Gordon (UK) Limited
Emma Earl / Freddy Crossley (Corporate Finance)
James Stearns (Corporate Broking)
Numis Securities Ltd.
James Black / Duncan Monteith
+44 (0) 20 7886 2892
+44 (0) 20 7260 1000
Financial PR Adviser
Consilium Strategic Communications
+44 (0)20 3709 5700
Mary-Jane Elliott / Chris Welsh
THE PLACING COMMON STOCK HAVE NOT BEEN, AND ARE NOT EXPECTED TO BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE ''SECURITIES ACT''), OR UNDER ANY OTHER SECURITIES LEGISLATION OF ANY STATE OF THE UNITED STATES OF AMERICA (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (THE "UNITED STATES")) OR UNDER THE APPLICABLE SECURITIES LAWS OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A BREACH OF APPLICABLE SECURITIES LEGISLATION. ACCORDINGLY, SUBJECT TO CERTAIN EXCEPTIONS, THE PLACING COMMON STOCK MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD WITHIN THE UNITED STATES, JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR TO A NATIONAL, CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR OFFERED OR SOLD TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT (''US PERSON'')) OR A NATIONAL, CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA.
FURTHERMORE, THE PLACING COMMON STOCK MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PLACING COMMON STOCK ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO NON-US PERSONS IN ''OFFSHORE TRANSACTIONS'' (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH AND IN RELIANCE ON THE SAFE HARBOUR FROM REGISTRATION PROVIDED BY SECTION 903(B)(3), OR CATEGORY 3, OF REGULATION S UNDER THE SECURITIES ACT.